O'M&M
                                                                           DRAFT
                                                                        08/04/97


                                 CFP GROUP, INC.
                               CFP HOLDINGS, INC.

                                 FIRST AMENDMENT
                    TO AMENDED AND RESTATED CREDIT AGREEMENT


                 This FIRST AMENDMENT TO AMENDED AND RESTATED  CREDIT  AGREEMENT
(this  "Amendment") is dated as of August __, 1997 and entered into by and among
CFP  Holdings,  Inc., a Delaware  corporation  ("Company"),  CFP Group,  Inc., a
Delaware  corporation  ("Parent"),  the  financial  institutions  listed  on the
signature   pages  hereof   ("Lenders"),   Nationsbank   of  Texas,   N.A.,   as
administrative agent for Lenders (in such capacity  "Administrative Agent"), and
Fleet National Bank, as  documentation  agent (in such capacity,  "Documentation
Agent"),  and, for purposes of Section 3 hereof,  the Credit Support Parties (as
defined in Section 3 hereof) listed on the signature  pages hereof,  and is made
with reference to that certain Amended and Restated Credit Agreement dated as of
May 15, 1997 (the "Credit Agreement"),  by and among Company,  Parent,  Lenders,
Administrative  Agent,  Arranging Agent and Syndication Agent, and Documentation
Agent.  Capitalized  terms used herein  without  definition  shall have the same
meanings herein as set forth in the Credit Agreement.

                                    RECITALS

                 WHEREAS,  Company  and  Lenders  desire  to  amend  the  Credit
Agreement to adjust the financial covenants set forth therein,  and make certain
other amendments as set forth below;

                 NOW,  THEREFORE,  in  consideration  of the  premises  and  the
agreements,  provisions and covenants herein contained, the parties hereto agree
as follows:

                 Section 1.  AMENDMENTS TO THE CREDIT AGREEMENT

                 1.1  Amendments  to Section 1:  Provisions  Relating to Defined
Terms

                 Subsection  1.1 of the Credit  Agreement  is hereby  amended by
deleting each of the definitions of "Consolidated  Interest Expense" and "Fiscal
Year" therefrom in their entirety and substituting the following therefor:

                 "Consolidated  Interest  Expense" means, for any period,  total
interest  expense  (including  that portion  attributable  to Capital  Leases in
accordance  with GAAP and  capitalized  interest and Operating Lease payments to
the extent not deducted in  calculating  Consolidated  Net Income) of Parent and
its Subsidiaries on a consolidated basis with respect to all outstanding


                                        1


<PAGE>


Indebtedness of Parent and its Subsidiaries,  including, without limitation, all
commissions,  discounts  and other fees and charges owed with respect to letters
of credit and bankers'  acceptance  financing and net costs under  Interest Rate
Agreements,  but excluding,  however,  to the extent  included  herein,  (i) any
amounts  referred  to in subsec  tion 2.3  payable to  Administrative  Agent and
Lenders on or before the Closing Date, and (ii) for any period prior to April 1,
1998, to the extent not included in clause (i) and to the extent paid or accrued
on or prior to June 30, 1997, any such interest  expense arising out of non-cash
deferred  financing  charges  in an  amount  not  exceeding  $1,300,000  in  the
aggregate.

                 "Fiscal   Year"  means  the  fiscal  year  of  Parent  and  its
Subsidiaries ending on March 31 except that, in the case of Quality Foods, L.P.,
QF  Management  and QF  Acquisition  for any period  prior to the Closing  Date,
"Fiscal  Year"  means the fiscal year of such  Persons  ending on December 31 of
each calendar year. For purposes of this Agreement,  any particular  Fiscal Year
shall be  designated by reference to the calendar year in which such Fiscal Year
ends.

                 1.2      Amendments to Section 3:  Letters of Credit

         Subsection  3.1A(ii)  of the  Credit  Agreement  is hereby  amended  by
deleting it in its entirety and substituting the following therefor:

                 "(ii) any Revolving Letter of Credit if, after giving effect to
         such  issuance,  the Revolving  Letter of Credit Usage  (excluding  the
         Maximum  Exposure  Under  IRB  Reimbursement  Agreement)  would  exceed
         $3,000,000;"

                 1.3      Amendments to Section 7:  Company's Negative Covenants

                 A. Indebtedness. Subsection 7.1(iii) of the Credit Agreement is
hereby  amended by deleting  the  reference  to  "$2,000,000"  in the third line
thereof and substituting "$3,000,000" therefor.

                 B.       Minimum Interest Coverage Ratio.

                 Subsection  7.6A of the Credit  Agreement is hereby  amended by
deleting  the table set forth  therein  in its  entirety  and  substituting  the
following therefor:


                                            Minimum Interest
               Approximate Date              Coverage Ratio
              ==================            ================
              March 31, 1997                  1.15:1.00
              ------------------            ----------------
              June 30, 1997                   1.25:1.00
              ------------------            ----------------
              September 30, 1997              1.25:1.00
              ------------------            ----------------
              December 31, 1997               1.30:1.00
              ------------------            ----------------
              March 31, 1998                  1.30:1.00
              ------------------            ----------------
                                             
                                       2

<PAGE>
                                            Minimum Interest
               Approximate Date              Coverage Ratio
              ====================          ================
              June 30, 1998                   1.55:1.00
              ------------------            ----------------
              September 30, 1998              1.55:1.00
              ------------------            ----------------
              December 31, 1998               1.70:1.00
              ------------------            ----------------
              March 31, 1999                  1.70:1.00
              ------------------            ----------------
              June 30, 1999                   1.70:1.00
              ------------------            ----------------
              September 30, 1999              1.70:1.00
              ------------------            ----------------
              December 31, 1999               1.90:1.00
              ------------------            ----------------
              March 31, 2000                  1.90:1.00
              ------------------            ----------------
              June 30, 2000                   1.90:1.00
              ------------------            ----------------
              September 30, 2000              1.90:1.00
              ------------------            ----------------
              December 31, 2000               2.00:1.00
              ------------------            ----------------
              March 31, 2001                  2.00:1.00
              ------------------            ----------------
              June 30, 2001                   2.00:1.00
              ------------------            ----------------
              September 30, 2001              2.00:1.00
              ------------------            ----------------
              December 31, 2001
              and each Fiscal Quarter's
              end thereafter                  2.00:1.00
              ======================        ================

                 C.       Minimum Fixed Charge Coverage Ratio.

                 (i) Subsection  7.6B of the Credit  Agreement is hereby amended
by inserting the parenthetical  "(excluding  Consolidated  Capital  Expenditures
financed  with  Capital  Leases)"  following  the  words  "Consolidated  Capital
Expenditures" in the second line thereof.

                 (ii) Subsection 7.6B of the Credit  Agreement is hereby further
amended by deleting the table set forth therein in its entirety and substituting
the following therefor:


                                            Minimum Fixed
                                           Charge Coverage
               Approximate Date                Ratio
              ==================           =================
              March 31, 1997                     N/A
              ------------------           -----------------
              June 30, 1997                   1.00:1.00
              ------------------           -----------------

                                       3
<PAGE>
                                            Minimum Fixed
                                           Charge Coverage
               Approximate Date                 Ratio
              ====================         =================
              September 30, 1997              1.00:1.00
              ------------------           -----------------
              December 31, 1997               1.00:1.00
              ------------------           -----------------
              March 31, 1998                  1.00:1.00
              ------------------           -----------------
              June 30, 1998                   1.10:1.00
              ------------------           -----------------
              September 30, 1998              1.10:1.00
              ------------------           -----------------
              December 31, 1998               1.20:1.00
              ------------------           -----------------
              March 31, 1999                  1.20:1.00
              ------------------           -----------------
              June 30, 1999                   1.20:1.00
              ------------------           -----------------
              September 30, 1999              1.20:1.00
              ------------------           -----------------
              December 31, 1999               1.30:1.00
              ------------------           -----------------
              March 31, 2000                  1.30:1.00
              ------------------           -----------------
              June 30, 2000                   1.30:1.00
              ------------------           -----------------
              September 30, 2000              1.30:1.00
              ------------------           -----------------
              December 31, 2000               1.40:1.00
              ------------------           -----------------
              March 31, 2001                  1.40:1.00
              ------------------           -----------------
              June 30, 2001                   1.40:1.00
              ------------------           -----------------
              September 30, 2001              1.40:1.00
              ------------------           -----------------
              December 31, 2001
              and each Fiscal Quarter's       1.40:1.00
              end thereafter
              ======================       =================

                 D.       Maximum Leverage Ratio.


                 Subsection  7.6C of the Credit  Agreement is hereby  amended by
deleting  the table set forth  therein  in its  entirety  and  substituting  the
following therefor:

                                       4
<PAGE>


                                            Maximum Leverage
               Approximate Date                 Ratio
              ==================           =================
              December 31, 1997               6.75:1.00
              ------------------           -----------------
              March 31, 1998                  6.75:1.00
              ------------------           -----------------
              June 30, 1998                   5.75:1.00
              ------------------           -----------------
              September 30, 1998              5.75:1.00
              ------------------           -----------------
              December 31, 1998               5.00:1.00
              ------------------           -----------------
              March 31, 1999                  5.00:1.00
              ------------------           -----------------
              June 30, 1999                   5.00:1.00
              ------------------           -----------------
              September 30, 1999              5.00:1.00
              ------------------           -----------------
              December 31, 1999               4.25:1.00
              ------------------           -----------------
              March 31, 2000                  4.25:1.00
              ------------------           -----------------
              June 30, 2000                   4.25:1.00
              ------------------           -----------------
              September 30, 2000              4.25:1.00
              ------------------           -----------------
              December 31, 2000               3.50:1.00
              ------------------           -----------------
              March 31, 2001                  3.50:1.00
              ------------------           -----------------
              June 30, 2001                   3.50:1.00
              ------------------           -----------------
              September 30, 2001              3.50:1.00
              ------------------           -----------------
              December 31, 2001                        
              and each Fiscal Quarter's       3.00:1.00
              end thereafter                     
              ====================         =================

                 E.       Minimum Consolidated Adjusted EBITDA.

                 Subsection  7.6D of the Credit  Agreement is hereby  amended by
deleting  it in its  entirety  (including  the  table  set  forth  therein)  and
substituting the following therefor:

                 "D.  Minimum  Consolidated  Adjusted  EBITDA.  Parent shall not
permit Consolidated Adjusted EBITDA for any period commencing on January 1, 1997
and  ending  at the end of the  Fiscal  Quarter  ending on or about the date set
forth below  (except  with respect to the Fiscal  Quarter  ending March 31, 1998
which shall be based on the period commencing April 1, 1997) to be less than the
correlative amount indicated:"

                                       5
<PAGE>


                                           Minimum Consolidated
               Approximate Date              Adjusted EBITDA
              ==================          ======================
              March 31, 1997                  $4,300,000
              ------------------          ----------------------
              June 30, 1997                   $9,000,000
              ------------------          ----------------------
              September 30, 1997              $14,300,000
              ------------------          ----------------------
              December 31, 1997               $20,000,000
              ------------------          ----------------------
              March 31, 1998                  $20,500,000
              ==================          =======================


                 F.  Consolidated  Capital  Expenditures.  Subsection 7.8 of the
Credit  Agreement is hereby  amended by deleting  the first  clause  thereto and
substituting  therefor  "Parent  shall not permit its  Subsidiaries  to, make or
incur  Consolidated  Capital  Expenditures  in an aggregate  amount in excess of
$4,500,000  for the Fiscal Year ending  March 31,  1998 and  $5,000,000  for any
Fiscal Year thereafter;"

                 Section 2.       CONDITIONS TO EFFECTIVENESS

                 Section 1 of this  Amendment  shall become  effective  upon the
date  hereof  (the  "First  Amendment  Effective  Date");  provided  that if the
following  conditions  subsequent are not satisfied on or before August 11, 1997
then Section 1 of this Amendment will be deemed never to have been effective:

                 A. Each of Company and Parent  shall  deliver to Lenders (or to
Administra tive Agent for Lenders with sufficient  originally  executed  copies,
where appropriate,  for each Lender and its counsel) the following, each, unless
otherwise noted, dated the First Amendment Effective Date:

                          (i)  Certified  copies of any  amendments  made to its
         Certificate of  Incorporation on or after December 30, 1996 (the "Prior
         Delivery Date"),  certified as of the First Amendment Effective Date by
         its  corporate  secretary or an  assistant  secretary as being the only
         amendments  thereto  since the Prior  Delivery  Date (or, if there have
         been no such amendments since the Prior Delivery Date, a certificate of
         its  corporate  secretary  or an assistant  secretary to that  effect),
         together with a good standing  certificate  from the Secretary of State
         of the  State of  Delaware,  dated a  recent  date  prior to the  First
         Amendment Effective Date;

                          (ii) Copies of any amendments made to its Bylaws on or
         after the Prior  Delivery  Date,  certified  as of the First  Amendment
         Effective Date by its corporate  secretary or an assistant secretary as
         being the only amendments thereto since the Prior Delivery Date (or, if
         there have been no such  amendments  since the Prior  Delivery  Date, a
         certificate  of its  corporate  secretary or an assistant  secretary to
         that effect);
                                       6
<PAGE>

                          (iii) Resolutions of its Board of Directors  approving
         and  authorizing  the  execution,  delivery,  and  performance  of this
         Amendment and the performance of the Amended  Agreement (as hereinafter
         defined),  certified as of the First  Amendment  Effective  Date by its
         corporate  secretary or an  assistant  secretary as being in full force
         and effect without modification or amendment; and

                          (iv)  Signature  and  incumbency  certificates  of its
          officers executing this Amendment.


                 B. Lenders and their  respective  counsel  shall have  received
originally  executed  copies  of one  or  more  favorable  written  opinions  of
O'Sullivan,  Graev & Karabell  LLP,  counsel for Company,  in form and substance
reasonably satisfactory to Administrative Agent and its counsel, dated as of the
First  Amendment  Effective  Date,  with respect to the  enforceability  of this
Amendment  and the Amended  Agreement  (as  hereinafter  defined) and as to such
other matters as Administrative Agent acting on behalf of Lenders may reasonably
request.

                 C. Administrative  Agent shall have received from Company,  for
distribution  to each Lender in proportion  to that Lender's Pro Rata Share,  an
amendment  fee in an  amount  equal  to  0.25%  of the sum of (x)  the  original
principal  amount  of Term  Loans  of such  Lender  and (y) the  Revolving  Loan
Commitment of such Lender.

                 D. Company,  Parent,  Credit Support  Parties and Lenders shall
have  executed a counterpart  of this  Amendment  and  Administrative  Agent and
Company shall have received written or telephonic notification of such execution
and authorization of delivery thereof.

                 E. All corporate and other  proceedings taken or to be taken in
connection  with  the  transactions   contemplated   hereby  and  all  documents
incidental  thereto not previously  found  acceptable by  Administrative  Agent,
acting on behalf of Lenders,  and its counsel shall be  satisfactory in form and
substance to Administrative Agent and such counsel, and Administrative Agent and
such counsel  shall have  received all such  counterpart  originals or certified
copies of such documents as Administrative Agent may reasonably request.

                 Section 3.       ACKNOWLEDGEMENT AND CONSENT

                 Company  is a  party  to the  Borrower  Pledge  Agreement,  the
Borrower Security Agreement and the Collateral Account Agreement,  in each case,
as amended through the First Amendment Effective Date, pursuant to which Company
has created  Liens in favor of  Administrative  Agent on certain  Collateral  to
secure the  Obligations.  Parent is a party to the Parent  Guaranty,  the Parent
Pledge  Agreement and the Parent  Security  Agreement,  in each case, as amended
through the First  Amendment  Effective  Date,  pursuant to which Parent has (i)
guarantied  the  Obligations  and (ii) created Liens in favor of  Administrative
Agent on certain  Collateral to secure the  Obligations.  Q.F.  Acquisition is a
party  to  the  Subsidiary  Guaranty,  the  Subsidiary  Pledge  Agreement,   the
Subsidiary Security Agreement,  the Subsidiary Trademark Security Agreement, the
Subsidiary Patent Security Agreement, and the Mortgages in each case, as amended
through the First Amendment Effective Date,  pursuant to which Q.F.  Acquisition
has  (i)  guarantied  the  Obligations  and  (ii)  created  Liens  in  favor  of
Administrative  Agent on certain  Collateral to secure the  Obligations.  Custom
Foods is a party to the Subsidiary  Guaranty,  the 

                                       7
<PAGE>

Subsidiary Pledge Agreement,  the Subsidiary Security Agreement,  the Subsidiary
Trademark  Security Agreement and the Subsidiary Patent Security  Agreement,  in
each case, as amended  through the First Amendment  Effective Date,  pursuant to
which Custom Foods has (i) guarantied the  Obligations and (ii) created Liens in
favor of Administrative  Agent on certain  Collateral to secure the Obligations.
Company,  Parent, Q.F. Acquisition and Custom Foods are collectively referred to
herein  as the  "Credit  Support  Parties",  and the  Subsidiary  Guaranty,  the
Subsidiary Pledge Agreement,  the Subsidiary Security Agreement,  the Subsidiary
Trademark  Security  Agreement,  the Subsidiary Patent Security  Agreement,  the
Parent Guaranty, the Parent Pledge Agreement, the Parent Security Agreement, the
Collateral Account Agreement, the Mortgages, the Borrower Security Agreement and
the Borrower Pledge Agreement are collectively referred to herein as the "Credit
Support Documents".

                 Each  Credit  Support  Party  hereby  acknowledges  that it has
reviewed the terms and provisions of the Credit Agreement and this Amendment and
consents to the  amendment  of the Credit  Agreement  effected  pursuant to this
Amendment.  Each Credit  Support Party hereby  confirms that each Credit Support
Document to which it is a party or otherwise bound and all Collateral encumbered
thereby will continue to guaranty or secure,  as the case may be, to the fullest
extent  possible the payment and performance of all  "Obligations,"  "Guarantied
Obligations" and "Secured Obligations," as the case may be (in each case as such
terms are defined in the applicable Credit Support Document),  including without
limitation the payment and  performance of all such  "Obligations,"  "Guarantied
Obligations"  or  "Secured  Obligations,"  as the case may be, in respect of the
Obligations  of Company  now or  hereafter  existing  under or in respect of the
Amended Agreement and the Notes defined therein.

                 Each Credit Support Party  acknowledges  and agrees that any of
the Credit  Support  Documents to which it is a party or  otherwise  bound shall
continue  in full force and effect  and that all of its  obligations  thereunder
shall be valid and  enforceable  and shall not be  impaired  or  limited  by the
execution  or  effectiveness  of  this  Amendment.  Each  Credit  Support  Party
represents and warrants that all representations and warranties contained in the
Amended  Agreement  and the Credit  Support  Documents to which it is a party or
otherwise bound are true,  correct and complete in all material  respects on and
as of the First  Amendment  Effective  Date to the same extent as though made on
and as of that date,  except to the extent such  representations  and warranties
specifically  relate to an earlier date,  in which case they were true,  correct
and complete in all material respects on and as of such earlier date.

                 Each Credit Support Party (other than Company) acknowledges and
agrees that (i)  notwithstanding  the conditions to  effectiveness  set forth in
this  Amendment,  such Credit  Support Party is not required by the terms of the
Credit  Agreement or any other Loan Document to consent to the amendments to the
Credit  Agreement  effected  pursuant to this  Amendment and (ii) nothing in the
Credit  Agreement,  this Amendment or any other Loan Document shall be deemed to
require the consent of such Credit Support Party to any future amendments to the
Credit Agreement.

                                       8
<PAGE>

                 Section 4.       COMPANY'S AND PARENT'S
                                  REPRESENTATIONS AND WARRANTIES

                 In order to induce  Lenders to enter into this Amendment and to
amend the Credit  Agreement in the manner  provided  herein,  Company and Parent
represent  and warrant to each Lender that the  following  statements  are true,
correct and complete:

                 A. Corporate  Power and Authority.  Company and Parent have all
requisite  corporate  power and  authority to enter into this  Amendment  and to
carry  out the  transactions  contemplated  by,  and  perform  their  respective
obligations  under,  the Credit  Agreement  as amended  by this  Amendment  (the
"Amended Agreement").

                 B.  Authorization of Agreements.  The execution and delivery of
this  Amendment  and the  performance  of the Amended  Agreement  have been duly
authorized by all necessary corporate action on the part of Company and Parent.

                 C. No  Conflict.  The  execution  and  delivery  by Company and
Parent of this  Amendment  and the  performance  by  Company  and  Parent of the
Amended  Agreement  do not and will not (i) violate any  provision of any law or
any  governmental  rule  or  regulation  applicable  to  Parent  or  any  of its
Subsidiaries,  the Certificate or Articles of  Incorporation or Bylaws of Parent
or any of its  Subsidiaries  or any  order,  judgment  or decree of any court or
other agency of government  binding on Parent or any of its  Subsidiaries,  (ii)
conflict with,  result in a breach of or constitute (with due notice or lapse of
time or both) a default under any Contractual Obligation of Parent or any of its
Subsidiaries,  (iii) result in or require the creation or imposition of any Lien
upon any of the  properties or assets of Parent or any of its  Subsidiaries,  or
(iv)  require any  approval of  stockholders  or any  approval or consent of any
Person under any Contractual Obligation of Parent or any of its Subsidiaries.

                 D. Governmental Consents. The execution and delivery by Company
and Parent of this  Amendment and the  performance  by Company and Parent of the
Amended Agreement do not and will not require any registration  with, consent or
approval of, or notice to, or other action to, with or by, any federal, state or
other governmental authority or regulatory body.

                 E. Binding Obligation. This Amendment and the Amended Agreement
have been duly  executed and delivered by Company and Parent and are the legally
valid and binding obligations of each of Company and Parent, enforceable against
each of Company and Parent in accordance with their respective terms,  except as
may be limited by bankruptcy, insolvency, reorganization,  moratorium or similar
laws  relating  to or  limiting  creditors'  rights  generally  or by  equitable
principles relating to enforceability.

                 F. Incorporation of Representations  and Warranties From Credit
Agreement.  The  representations  and  warranties  contained in Section 5 of the
Credit  Agreement  are and will be true,  correct and  complete in all  material
respects on and as of the First  Amendment  Effective Date to the same extent as
though made on and as of that date,  except to the extent  such  representations
and warranties  specifically  relate to an earlier date, in which case they were
true,  correct and complete in all  material  respects on and as of such earlier
date.

                                        9
<PAGE>

                 G. Absence of Default.  No event has occurred and is continuing
or will result from the  consummation of the  transactions  contemplated by this
Amendment  that would  constitute  an Event of Default or a  Potential  Event of
Default.

                 Section 5.  MISCELLANEOUS

                 A.  Reference  to and  Effect on the Credit  Agreement  and the
Other Loan Documents.

                 (i) On and after  the  First  Amendment  Effective  Date,  each
reference in the Credit Agreement to "this  Agreement",  "hereunder",  "hereof",
"herein" or words of like import  referring  to the Credit  Agreement,  and each
reference in the other Loan Documents to the "Credit  Agreement",  "thereunder",
"thereof" or words of like import  referring to the Credit  Agreement shall mean
and be a reference to the Amended Agreement.

                 (ii)  Except as  specifically  amended by this  Amendment,  the
Credit  Agreement  and the other Loan  Documents  shall remain in full force and
effect and are hereby ratified and confirmed.

                 (iii) The execution, delivery and performance of this Amendment
shall not,  except as  expressly  provided  herein,  constitute  a waiver of any
provision  of,  or  operate  as a  waiver  of any  right,  power  or  remedy  of
Administrative  Agent or any Lender  under,  the Credit  Agreement or any of the
other Loan Documents.

                 B. Fees and Expenses.  Company acknowledges that in addition to
the fees  contemplated  by Section 2.C hereof,  all costs,  fees and expenses as
described in subsection 10.2 of the Credit Agreement  incurred by Administrative
Agent and its counsel  with  respect to this  Amendment  and the  documents  and
transactions contemplated hereby shall be for the account of Company.

                 C. Headings.  Section and subsection headings in this Amendment
are included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.

                 D.   Applicable   Law.  THIS   AMENDMENT  AND  THE  RIGHTS  AND
OBLIGATIONS  OF THE  PARTIES  HEREUNDER  SHALL  BE  GOVERNED  BY,  AND  SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW
OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

                 E.  Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate  counterparts,  each
of which when so executed and  delivered  shall be deemed an  original,  but all
such  counterparts  together shall  constitute but one and the same  instrument;
signature pages may be detached from multiple

                                       10
<PAGE>

separate counterparts and attached to a single counterpart so that all signature
pages are physically attached to the same document.



                  [Remainder of page intentionally left blank]

                                       11
<PAGE>

                 IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment  to be duly  executed  and  delivered  by  their  respective  officers
thereunto duly authorized as of the date first written above.

                                       CFP HOLDINGS, INC.



                                       By:______________________________________
                                          Name:
                                          Title:



                                       CFP GROUP, INC.



                                       By:______________________________________
                                          Name:
                                          Title:



                                       Q.F. ACQUISITION CORP., (for purposes of
                                       Section 3 only) as a Credit Support Party



                                       By:______________________________________
                                          Name:
                                          Title:



                                       CUSTOM FOOD PRODUCTS, INC., (for purposes
                                       of  Section  3 only) as a Credit  Support
                                       Party


                                       By:______________________________________
                                          Name:
                                          Title:


                                      S-1
<PAGE>


                                       NATIONSBANK OF TEXAS, N.A., individually
                                       and as Administrative Agent



                                       By:______________________________________
                                          Name:
                                          Title:



                                       FLEET NATIONAL BANK,  individually and as
                                       Documentation Agent



                                       By:______________________________________
                                          Name:
                                          Title:







                                       S-2